Fox Corp 8K

Fox Corporation agreed to acquire Roku, Inc. in a cash-and-stock merger backed by new debt financing and has provided unaudited pro forma combined financials reflecting the transaction and related financing structure.

Fox Corporation has entered into a definitive Merger Agreement to acquire Roku, Inc. in a cash-and-stock transaction under which each Roku Class A and Class B share will be converted at the effective time into the right to receive $96.00 in cash plus 0.9693 shares of FOX Class A Common Stock pursuant to a fixed exchange ratio, resulting in Roku becoming a wholly owned subsidiary of FOX. To fund the cash portion of the merger consideration and related costs, FOX has arranged a $12 billion senior unsecured bridge facility (subsequently reduced to $11 billion following execution of a $1 billion senior unsecured term loan facility with an incremental $1 billion accordion) and currently expects to rely primarily on new senior unsecured debt and other long-term permanent financing, with the bridge facility serving as backstop. FOX also plans to terminate Roku’s existing 2024 credit agreement upon closing and permits Roku to establish a yet-to-be-finalized cash transaction and retention bonus pool for employees. The company has prepared unaudited pro forma condensed combined financial information under Article 11 of Regulation S‑X, using the acquisition method of accounting with FOX as the accounting acquirer, to illustrate the estimated effects of the mergers and related financing transactions as if they had occurred on specified historical dates, noting that purchase price allocation and pro forma adjustments are preliminary and subject to change.

Filing Facts

CIK

1754301

Ticker

FOX

Form

8K

Source Type

sec

Accession

0001193125-26-341200

Alert Tier

8